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Endurance Technologies Limited — Capital/Financing Update 2025
Mar 20, 2025
62547_rns_2025-03-20_4e9e114c-4a04-499c-9af2-5dba6a8cc4bc.pdf
Capital/Financing Update
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ENDURANCE TECHNOLOGIES LIMITED
2nd Floor, Kumar Solitaire, S. No. 216B/218A/215A, Near Aga Khan Palace, Shastri Nagar, Nagar Road, Pune-411 006 (M.S.), India Tel: +91-20-68284200 Fax: +91-20-26680894 Website: www.endurancegroup.com CIN No. L34102MH1999PLC123296
20[th] March, 2025
BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001 BSE Code: 540153
National Stock Exchange of India Limited, Exchange Plaza, Bandra-Kurla Complex, Bandra (E), Mumbai – 400 051
NSE Code: ENDURANCE
Sub.: Change in equity shareholding of Endurance Overseas SpA, Italy (“EOSpA”), a wholly-owned subsidiary of the Company.
Ref.: Intimation under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”).
Dear Sir / Madam,
Pursuant to Regulation 30 of the Listing Regulations, read with the SEBI Circular No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated 13[th] July, 2023 (“SEBI Circular”), we hereby inform that EOSpA has on 14[th] March, 2025 bought back 5% of its equity shares held by Endurance GmbH, Germany, a wholly-owned subsidiary of the Company. The buy-back of shares by EOSpA has been for a consideration of € 8,503,577, which is based on enterprise value arrived at using standard valuation principles.
Out of the total subscribed and fully paid share capital of € 16,105,263 of EOSpA, the Company held 95% while Endurance GmbH, Germany held balance 5%. With the aforesaid buy back, the Company has now become the sole voting shareholder in EOSpA.
The Company has received this information from EOSpA on 19[th] March, 2025 upon completing the requisite formalities pertaining to the buy-back of shares.
In line with the SEBI Circular, details of the aforesaid event / information are furnished in the attached Annexure.
We request you to take the above information on record.
Thanking you,
Yours faithfully,
For Endurance Technologies Limited
Digitally signed by Sunil Sunil Naresh Lalai Naresh Lalai Date: 2025.03.20 19:49:09 +05'30'
Sunil Lalai
Company Secretary and Executive Vice President – Legal Membership No.: A8078
Encl.: As above.
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Annexure
Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
| Sr. No. |
Particulars | Details |
|---|---|---|
| 1. | Name of the target entity, details in brief such as size, turnover etc. |
Endurance Overseas SpA, Italy (“EOSpA”). [Erstwhile Endurance Overseas Srl] EOSpA is a wholly-owned subsidiary of the Company located in Italy, established for the purpose of making strategic overseas investments. It also provides management support services to other European entities within the Group to centralise certain critical functions. During the financial year 2023-24, EOSpA reported a Turnover of € 8.5 million (Rs. 760.62 million) and Net Profit of € 8.3 million (Rs. 747.89 million). |
| 2. | Whether the acquisition would fall within related party transaction(s) and whether the promoter / promoter group / group companies have any interest in the entity being acquired? If yes, nature of interest and details thereof and whether the same is done at “arm’s length” |
EOSpA and Endurance GmbH, Germany are wholly-owned subsidiaries of the Company. Hence, the transaction of buy back of equity shares of EOSpA from Endurance GmbH, Germany is outside the purview of related party transaction. Further, no promoter / promoter group / group companies have any interest in EOSpA or Endurance GmbH except that Mr. Anurang Jain, Promoter and Managing Director of the Company, is Chairman of the Board and the Advisory Board of EOSpA and Endurance GmbH, respectively. |
| 3. | Industry to which the entity being acquired belongs |
EOSpA is special purpose vehicle for strategic overseas investments. |
| 4. | Objects and effects of acquisition (including but not limited to, disclosure of reasons for acquisition of target entity, if its business is outside the main line of business of listed entity) |
For simplification of holding structure of Endurance Group entities overseas. |
| 5. | Brief details of any governmental or regulatory approvals required for the acquisition |
Not Applicable |
| 6. | Indicative time period for completion of the acquisition |
Not Applicable |
| 7. | Nature of consideration - whether cash consideration or share swap and details of the same |
Cash Consideration |
| 8. | Cost of acquisition or the price at which the shares are acquired |
€ 8,503,577 |
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| Sr. No. |
Particulars | Details | |
|---|---|---|---|
| 9. | Percentage of shareholding / control acquired and / or number of shares acquired |
With the buyback of 5% shares of EOSpA held by Endurance GmbH, the Company has the sole voting rights in EOSpA. |
|
| 10. | Brief background about the entity acquired in terms of products / line of business acquired, date of incorporation, history of last 3 years turnover, country in which the acquired entity has presence and any other significant information. |
Brief background about EOSpA: Please refer Sr. No. 1 above. Date of incorporation: 14thMay, 2007 Turnover: Financial Year in€ (million) 31stMarch, 2024 8.5 31stMarch, 2023 10.2 31stMarch, 2022 10.3 Country of presence: Italy |
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